Free Transfers. Notwithstanding any other provision in this Agreement or the Conditions of Administration but without prejudice to Sections 4.06 and 5.05 (second paragraph), neither this Agreement nor the Conditions of Administration shall apply to (i) any Share or Right in such a Share that is not or not any longer certificated in accordance with the Conditions of Administration or to (ii) any share or Right in any Person holding such a Share or Right without holding directly or indirectly (through EPS, EPS Participations, BRC or any other Holder) any certificated Share or Right in such certificated Share. As a result, any such Share, share or Right can be Transferred or pledged at any time to any Person without any limitation, provided that in case of Transfers of Shares, any such Transfers are effected in an orderly manner of disposition that does not disrupt the market for the Shares and in accordance with any conditions established by the Company to this effect. For the sake of clarity, it is also understood and agreed that any financing arrangement that is either (i) not (to be) secured by a Pledge or (ii) secured exclusively by any such Share, share or Right referred to in this Section 5.05 is not subject to the provisions of this Agreement and/or of the Conditions of Administration.
Free Transfers. 1. Each Contracting Party shall ensure to investors of the other Party the right to move freely and without delay, of their investments and transfer payments related to investments in its territory and from its territory. These transfer charges include, but are not limited to:
a) Initial capital and additional sums to maintain or raise the investment;
b) Yield;
c) Payments made on the basis of a contract, including a loan agreement;
d) The proceeds from the sale or liquidation of the investment in whole or in part;
e) Compensation payable pursuant to Articles 5, 6 and 8 of this Agreement;
f) Payments resulting from the settlement of a dispute on investment;
g) Earnings and other remuneration of staff recruited from abroad.
2. Each Contracting Party shall also ensure that the transfer charges referred to in paragraph 1 of this Article are carried out without restriction in a freely convertible currency and at the market rate applicable to the transferable currency prevailing on the date of transfer and that they are immediately transferable.
3. If a foreign exchange market is not available, the applicable exchange rate corresponds to the latest exchange rate used to convert currencies into special drawing rights.
4. If a host contractor causes a delay in the transfer, the transfer shall include the interest rate on the relevant currency at the market rate from the date on which the transfer is requested until the date of transfer and that Party shall be responsible for paying it.
Free Transfers. 1. Each Party shall, in respect of investments, guarantee to investors of the other Party the rights of unrestricted transfer of their:
(a) capital;
(b) returns;
(c) payments pursuant to foreign loans;
(d) payments arising out of the settlement of a dispute under Article 10.12;
(e) proceeds from the sale of all or any part of the investment, or from the partial or complete liquidation of the investment;
(f) salaries and remunerations received by the employees hired overseas in connection with an investment;
2. Paragraph 1 shall be applied, in accordance with the following terms:
(a) Transfers shall be effected in accordance with the legislation of each Party relevant to procedures of transfers without undue delay in the freely usable currency in which the capital was originally invested or in any other freely usable currency agreed by the investor and the Host Party; provided that the investor has complied with all his fiscal and other financial obligations to government or local authorities of the Host Party.
(b) Unless otherwise agreed by the investor, transfers shall be made at the rate of exchange applicable on the date of transfer pursuant to the exchange regulations in force in the Host Contacting Party.
(c) In any case, transfers shall be in terms no less favorable than those accorded by the Host Party to its own investors in like circumstances.
3. Notwithstanding paragraphs 1 and 2:
(a) When a Party is in or under threat of:
(i) serious balance of payments difficulties; or
(ii) serious difficulties in macroeconomic management relating to the exchange rate policy or monetary policy, that Party may, in conformity with the principles laid down within Article VII of the IMF Agreement, adopt restrictive measures which may not go beyond what is necessary to remedy the situation, shall be temporary and shall be eliminated as soon as conditions permit.
(b) Such measures shall be equitable, non-discriminatory, and in good faith.
(c) The Host Party shall notify the Home Party, as soon as possible, as to the measures taken.
Free Transfers. 1. Each Contracting Party shall allow investors of the other Contracting Party to effect free transfers of all payments relating to an investment, including though not exclusively:
a. The principal amount and additional sums necessary for establishing, maintaining, increasing and developing the investment;
b. Returns as defined in Article I, paragraph 3;
c. Payments pursuant to foreign loans;
d. Funds yielded from settlement of disputes and compensations, as provided for in Articles IX and X;
e. Proceeds from the sale of all or any part of the investment, or from the partial or complete liquidation of the investment, which could include capital gains or increases in the invested capital;
f. Salaries and remunerations received by the employees hired overseas in connection with an investment.
2. Transfers shall be made in a freely convertible currency at the rate applicable on the day transfers are made to spot transactions in the currency used.
3. Each Contracting Party shall allow transfers to be made without undue delay and with no other expenses than the usual banking costs.
4. Notwithstanding the provisions of this Article, a Contracting Party may condition or prevent a transfer through the equitable, non-discriminatory and good faith application of its laws relating to:
a. Bankruptcy proceedings, company restructuring or insolvency;
b. Compliance with judicial, arbitral or confirmed administrative verdicts and awards;
c. Compliance with labour or tax obligations.
5. A Contracting Party may adopt or maintain measures not conforming with its obligations under this Article:
a. In the event of serious balance-of-payments and external financial difficulties or threat thereof; or
b. In cases where, in exceptional circumstances, movements of capital cause or threaten to cause serious difficulties for macroeconomic management, in particular, monetary and exchange rate policies.
6. Measures referred to in paragraph 5 above shall:
a. Be consistent with the Articles of the Agreement of the International Monetary Fund so long as the Contracting Party taking the measures is a party to the said Articles;
b. Not exceed those necessary to deal with the circumstances set out in paragraph 5 above;
c. Be temporary and shall be eliminated as soon as conditions permit; and
d. Be promptly notified to the other Contracting Party.
Free Transfers. 1. Each Contracting Party shall allow without delay the free transfer investment and returns in freely usable currencies, in particular, but not limited to:
(a) the capital, net profits, dividends, royalties, technical assistance and technical fees, interest and other current income, accruing from any investment of the investors of the other Contracting Party;
(b) the proceeds from the total or partial liquidation of any investment made by the investors of the other Contracting Party;
(c) funds in repayment of borrowing/loans given by investors of one Contracting Party to the investors of the other Contracting Party which both Contracting Parties have recognized as investment;
(d) the earnings and other compensation of investors of the other Contracting Party who are employed and allowed to work in connection with an investment in the territory of the other Contracting Party; and
(e) the payment of compensation under Article 6.
2. The exchange rates applicable to such transfer in the paragraph 1 of the Article shall be the market rate of exchange prevailing at the time of remittance.
3. The Contracting Parties undertake to accord to the transfers referred to in paragraph 1 of this Article treatment as favorable as that accorded to the transfer originating from investments made by investors of any third State.
Free Transfers. 1. Each Contracting Party shall ensure to investors of the other Contracting Party the free transfer, into and out of its territory, of their investments and transfer of payments related to investments. Such payments shall include in particular, though not exclusively:
a) principal and additional amounts to maintain, develop or increase the investment;
b) returns and any other income accruing from investments;
c) proceeds obtained from the total or partial sale or disposal of an investment, including the sale of shares;
d) proceeds from total or partial liquidation of investments;
e) amounts required for the payment of expenses, which arise from the operation of the investment, such as loan repayments, payments of royalties, payments related to import letters of credit, management fees, license fees, advance payments and other similar expenses;
f) compensation payable pursuant to Articles 5, 6, 8 and 9;
g) earnings and other remuneration of personnel engaged from abroad and working in connection with an investment.
2. Each Contracting Party shall further ensure that the transfers referred to in paragraph 1 of this Article shall be made without any restriction in a freely convertible currency of the choice of the investor and at the prevailing market rate of exchange applicable on the date of transfer to the currency to be transferred and shall be promptly transferable.
3. Notwithstanding paragraphs 1 and 2 of this Article, a Contracting Party may delay a transfer through the application of measures ensuring investors' compliance with the host Contracting Party's laws and regulations on the payment of taxes and dues in force at the time request for transfer was made, and provided that the application of such laws and regulations shall not unnecessarily impair the free transfer ensured by this Agreement.
4. In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of currencies into Special Drawing Rights.
5. In case of an unjustified delay in transfer caused by the host Contracting Party, the transfer shall also include interest at a commercial rate established on a market basis for the currency in question from the date on which the transfer was requested until the date of actual transfer and shall be borne by that Contracting Party.
6. Notwithstanding paragraphs (1) and (2) above, a Contracting Party may adopt or maintain measures relating to cross- border capital and payment transactio...
Free Transfers. Each Contracting Party in the territory or maritime area which investments have been made by investors of the other Contracting Party shall grant those investors the free transfer of:
a) Profits, dividends, interests and other current income;
b) Royalties arising out of intangible rights referred to in Article 1 paragraph 1 (d) and (e);
c) Payments made for the reimbursement of loans contracted regularly;
d) The proceeds of the sale of or the partial or total liquidation of the investment, including the value of the investment capital;
e) Compensation of dispossession or loss as provided for in article 5, paragraphs 2 and 3. The nationals of either Contracting Party who have been authorised to work in the territory or maritime zones of the other Contracting Party in respect of an approved investment shall also be authorised to transfer their country of origin in a proportion appropriate remuneration. The transfers referred to in the preceding paragraphs shall be made without delay at the market rate of exchange applicable on the territory of the Contracting Party accepting the investment and in effect on the date of transfer in accordance with the procedures laid down by the legislation of the Contracting Party in question, provided that such procedures shall not prevent the free transfer, suspend or alter the nature. In respect of the Republic of China, the transfer shall be effected in accordance with the procedures established by its laws and regulations applicable in the countries of exchange controls in force on the date of transfer. If, in exceptional circumstances, the movement of capital to or from third countries cause or threaten to cause a serious imbalance in the balance of payments, each Contracting Party may apply temporarily safeguard measures with regard to transfer, provided that such measures are strictly necessary, applied on an equitable, non-discriminatory basis and in good faith and that they do not in any case exceed a period of six months. The provisions of the preceding paragraphs of this article does not preclude the exercise in good faith by a contracting party of its international obligations or rights and obligations membership or association with a free trade area, customs union, common market, to an Economic and Monetary Union or any other form of regional cooperation or integration.
Free Transfers. 1. Each Contracting Party, prior fulfilment of the requirements under its law and without unjustified delay, shall allow investors of the other Contracting Party to effect, in a freely convertible currency, transfers of:
a. The principal amount and additional sums necessary for maintaining, increasing and developing the investment;
b. Returns as defined in Article 1;
c. Payments pursuant to foreign loans;
d. Funds yielded from settlement of disputes and compensations, as provided for in Articles VI and VII;
e. Proceeds from the sale of all or any part of the investment, or from the partial or complete liquidation of the investment;
f. Salaries and remunerations received by the employees hired overseas in connection with an investment.
2. Transfers shall be made in conformity with the current market exchange rate on the day of the transfer, in accordance with the law of the Contracting Party in whose territory the investment has been made.
3. Notwithstanding the provisions of this Article, a Contracting Party may condition or prevent a transfer through the equitable, non-discriminatory and good faith application of its laws relating to:
a. Bankruptcy proceedings, company restructuring or insolvency;
b. Compliance with judicial, arbitral or confirmed administrative verdicts and awards;
c. Compliance with labour or tax obligations;
4. With respect to the obligations under this Article, Colombia maintains its central bank and governmental powers and attributions to adopt measures in conformity with applicable law, including Law 9 of 1991 and Law 31 of 1992, or other regulations, in order to ensure currency stability and normality in internal and external payments, granting for these purposes powers to regulate the amount of credit and money supply, execution credit operations and foreign exchange, as well as to issuing regulations on monetary, credit, financial and foreign exchange. These measures include, among others, the establishment of requirements restricting or limiting payments and transfers (capital movement) to or from each Party, as well as operations related thereto, such as, establishing that deposits, investments or credits for or from the foreign market be bound to maintaining mandatory reserves or deposits. In applying such measures in accordance with the present article, Colombia shall not discriminate between the other Party and a non-Party with respect to operations of the same kind.
5. Notwithstanding the provisions of this Article, each Pa...
Free Transfers. 1. The Party in which territory investments were made by investors of the other Party shall ensure for these investors in accordance with the national legislation of its State free transfers of payments related to these investments. Such transfers shall include in particular, though not exclusively:
(a) the initial capital and additional amounts to maintain or increase investments;
(b) proceeds from the sale or liquidation of all or any part of investments;
(c) gains, profits, interests, dividends and other incomes;
Free Transfers. None of the Founders shall be permitted to transfer, encumber or otherwise dispose of any of their Shares, unless explicitly approved by a Qualified Majority of the Investors and unless the transferee executes a Deed of Adherence. The Investors and SFN are permitted to transfer, or to agree to transfer, their Shares only to an Authorised Transferee or if expressly permitted pursuant to this Shareholders’ Agreement and/or the Articles of Association and subject to the condition that such transferee executes a Deed of Adherence. It being understood that the Shares originally held by SFN shall remain within the ultimate Control of NKI following such transfer to an Authorised Transferee.
